Love is speechless
by toxic-dreamer-2
Summary: Maybe Arnold's not the only one who's clueless. For all you Brainy fans!
1. Chapter 1

**My first 'Hey Arnold' fan-fiction! This story is set when they're in the fifth grade. ENJOY!**

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Half a block from the school, Helga finally stopped running. She panted slightly, leaning forward and resting her hands on her knees as she tried to catch her breath. She could no longer hear the music from the dance, but the image of Arnold was still fresh in her mind- his hands on Lila's waist and his eyes half closed in a dreamy stare, a stare that had never been directed at herself... 

She sighed and shook her head slightly, sitting down on the concrete curb. She stared down at her lap, frowning at her soft blue dress and pink sash. She had even fixed her hair, the top half tied in the back with her pink bow, and the rest freely resting at her shoulders. But did Arnold notice? No. Not with, Miss perfect, around. Heck, even the other guys noticed her more than he did. Stinky had even bothered to say 'Gosh, Helga, you sure do look purdy tonight'. But Arnold? He was at Lila's side the moment she arrived and hadn't even looked her way.

_'Stupid fifth grade dance'_ She thought. _'Stupid Lila..Stupid Arnold...Stupid ME_!'

She felt tears stinging in her eyes, but she blinked them away. She was Helga G. Pataki. She didn't cry. Thunder roared above her and she jumped slightly, gazing up at the clouded ominous sky before pulling her knees up to her chest.

"Perfect," She mumbled, resting her chin on her knees, not really caring about the oncoming storm.

The sound of thunder came again, followed by a flash of lightening, and Helga tensed when she felt the sudden drops of rain hit her. Cold. She shuddered.

"Oh, Arnold." Helga sighed, hugging her knees tighter. "Will I forever be denied your love and affection? Am I destined to watch you from afar, pursuing you, while you still pursue another? Has fate truly been so cruel, my love, that it has blinded you to my true feelings."

She let out another sigh, the sound of rain drops pattering above her.

Wait.

Helga froze, the rain no longer beating down on her.

_'Arnold?'_

Her heart started beating fast as she felt him come stand closer behind her.

She tried to still her beating heart, but soon all she could hear was the sound of him...wheezing?

She turned around quickly to look up at him, her eyes wide with confusion and surprise.

"Brainy?!"

He wheezed. "Uh...Hi."

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**Yep, although I am quite fond of the traditional HelgaXArnold pairing, I can't help but like Brainy too.**

**There's more to the story than this, but only if you're interested. Please leave a review and let me know! **


	2. Questions Deserve Answers

**Five reviews is enough for me. As long a someone is interested, then there's a reason to continue. So, here ya go!**

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"Um...Hi." 

Brainy smiled weakly as he held the umbrella above her head, his shoulders rising and falling with his deep raspy breathing.

In contrast to the black suits and red ties that the rest of the boys had been wearing, Brainy was dressed in a white tux, with a light blue tie, and a pink rose tucked into the pocket of his shirt.

Helga stared at him a few more seconds, stunned, but she slowly frowned in disappointment, her eyes sad. Arnold hadn't come for her.

Maybe he never would.

She pushed those thoughts aside, determined not to let her sadness show in front of anyone. Even Brainy. She scowled slightly and stood up to face him.

"What do you want, Geek-bait?" She asked, her tone harsh and uncaring.

Brainy blinked, took a small step back,but raised the umbrella so that it still shielded her from the rain.

"You...uh...dropped this." he replied between wheezes.

Helga eyed him strangely as Brainy extended his hand toward her, but when he opened his palm to reveal her heart shaped locket, she panicked. She grabbed her chest, as if not believing what she saw and expecting to find the locket still beneath her dress, but it wasn't. What...how...?

"Give me that!" she yelled,snatching it away from him. "Where the heck did you find this?!"

"Uh...," he blinked, then shrugged. "...somewhere."

Helga clenched her hands into fists at his response, and stepped toward him.

Brainy stepped back, keeping them the same distance apart, and still holding the umbrella over her head.

"What the heck is your problem?!" She yelled. "Did you follow me here? Huh?!"

Helga poked him in the chest, and he stumbled back a bit as if she had actually pushed him.

She continued to advance until she had backed him into the wall of a nearby building, the hang over from the top shielding them both from the rain, and so Brainy instinctively lowered his umbrella to the side.

His expression was unreadable, as it often was, and the only thing that wasn't controlled was his heavy breathing. Helga clenched her teeth, suddenly very angry with him for acting as if this was nothing. Maybe to him it was, but to her...

She growled.

"Listen up, Brain-boy! If you ever, EVER say anything to anyone about THIS," She held up the locket in her hand and then pushed him against the wall with the other. "I swear I'll pound you so hard that all those other punches will seem like kisses from your grandma!"

She held a fist up threateningly, but Brainy showed no outward signs of fear, and his eyes softened slightly behind his glasses.

"I...(wheeze)..won't tell."

Helga's scowl faltered, replaced by slight confusion. Brainy obviously wasn't afraid of her,...at least, he certainly didn't act like it, and he had probably known about her feelings for Arnold from the very beginning.

If he hadn't told anyone by now, he probably wasn't going to.

But why hadn't he told? What reason did he have to keep her secret?

She frowned angrily again, frustrated by her own confusion.

What reason did she have to trust him? Even if he hadn't revealed her secret to anyone yet. What was in it for him? People don't just do nice things for no reason(except Arnold, of course)...and Helga had given him enough reasons not to.

With a frustrated grunt, she glared at him again.

"Okay, Brainy. What's your deal?!"

At her demanding question, Brainy blinked and then shrugged.

Helga clenched her hands into fists (one of them still gripping her locket).

"Why are you here?" she asked, straining her voice to stay calm. "Why did you follow me? Were you watching me this whole time? Why?!"

"Uh.." he wheezed, about to shrug the question away, but Helga grabbed the collar of his shirt and pushed him against the wall.

Thunder crashed in the distance, and a flash of lightening illuminated the sky. Helga imagined that it added a more threatening effect to her actions.

"I want an answer this time, Four-eyes!" She demanded, lifting him slightly, though not completely off the ground. "I'm not leaving till I get one. Got it, Bucko?!"

Brainy's eyes darted to either side of him, his umbrella abandoned on the ground.

Helga realized she might be taking things a little too far, but was already upset about the dance and really needed something (or someone, in this case) to take her frustrations out on.

Brainy had always been an easy target, though usually a quick punch to the face was all she needed. His strange behavior had made her increasingly frustrated, and she hated that he seemed to be dodging her questions.

"What is it? Am I some kind of joke to you?!" Helga asked, angered even more by the thought. "Do you get a chuckle, listening to me talk about Arnold? Do I amuse you? Is that it?!"

Brainy shook his head 'no' frantically.

"Then why is it that every time I think I have a moment to myself, You're there!?" She asked.

"I..uh..I..."

Helga was somewhat surprised to see such a panicked and fearful expression on his usually passive face, but wasn't about to let up.

She glared, her face inches in front of his.

"I'm waiting!"

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**Yikes, Helga's getting kinda rough. lol. Poor Brainy!!**

**So...any guesses on how this is gonna turn out? Hm?**

**Please review and I'll start working on the next chapter.**


	3. Don't Panic!

**YAH! I updated again!**

**To those who reviewed.**

**Kisstriss: Thanks, I'm glad you're interested in the story, but I doubt Helga will get over Arnold that quickly. we'll see.**

**Acosta perez jose ramiro: Thanks, it's kinda hard to write for Brainy since he's always so quiet.**

**LittleMissTrumpetPlayer: I think Brainy's cute too, just in a slightly pathetic way. **

**Kaydance: I think you said it best, Brainy's an adorable little stalker. I'm willing to bet he's just as obsessive as Helga. (well...almost)**

**Invader Dana: yeah, writing for Brainy is a bit of a challenge (I don't want him to say too much, 'cause that would be out of character for him). Thanks for reading.**

**Teh-Drabbler: Oh, things are about to get pretty interesting in the next couple of chapters, believe me! Although, Helga will remain oblivious for quite some time. Thanks for reviewing!**

**Enjoy Everyone**.

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Helga didn't notice the slight blush on Brainy's face as she leaned toward him, but she did realize that he was wheezing even more than before, and assumed her threatening demeanor had finally gotten through to him. 

Still, being this close to his face while he was breathing so loudly made Helga pull back slightly, fighting the urge to punch him, as she often did whenever his wheezing got this out of control.

_'Like I'm going to let him off the hook that easy.' _Helga thought.

Brainy closed his eyes tight, his breathing coming out in quick gasps, his hands starting to tremble.

Helga blinked, then raised one side of her eyebrow up, uncertainty and perhaps a little bit of concern setting into her features. This wasn't the reaction she was expecting.

"Hey," She tried to maintain her angry tone, as she loosened her hold on his collar. "Hey, I'm talking to you!"

He seemed to be gasping for a full breath of air now, and he suddenly swayed to the side as if he were about to pass out.

Startled, Helga released her hold on his shirt and grabbed his shoulder to steady him. His head leaned forward slightly, and Helga briefly saw the frightened look on his face before it became shadowed.

"Hey, come on!" Helga replied, nudging him slightly and hoping for a verbal response (which she realized was rare from him). "I wasn't really gonna pound ya, so stop freaking out."

Brainy continued to gasp for air, seeming oblivious to Helga's words, his hands shaking violently.

Helga's eyes widened, then darted around as if hoping someone would be there to help. She was never the one to handle situations like this, there was always someone else to take charge, allowing her to stand back and make rude, but worried comments.

No such luck.

The streets were dim and deserted, the only sound being the occasional clash of thunder and the steady rainfall on the pavement.

_'Way to go, Helga'_ her inner voice chided, with an annoyed but panicked tone. _'You've really done it this time.'_

"Brainy, don't you have an inhaler?" she asked, drawing her attention back to him, her expression serious.

He gripped his chest with his quivering left hand, closed his eyes even tighter and shook his head.

"Criminy!" She quietly cursed.

Brainy swayed to the side again, and Helga grabbed both of his shoulders with her hands to keep him straight. Her locket hit the concrete ground, but at the moment she didn't think it was important enough to distract her from what was happening.

"For Pete's sake, just breath normal!" Helga yelled, sounding as angry and panicked as her inner voice had. "It's not that hard, Brain-boy. In, out, repeat!"

Brainy leaned back on the wall, his legs refusing to support him as he began to slump down. Helga held onto his shoulders and made sure he didn't fall forward, lowering herself to her knees in front of him.

_'Oh, for crying out loud! This can't be happening' _Helga frowned, frustrated, panicked, worried. _'I can't believe this! I didn't mean to kill the little weirdo!'_

Her heart sunk at the thought, feeling immensely guilty...a feeling she usually experienced when having said something particularly mean to Arnold, or bossy to Phoebe. This guilt was different though, it was mixed with the knowledge that saying 'sorry' would not make things better.

'_Arnold, my love, where are you?' _she thought. '_What the heck am I suppose to do to calm him down?'_

She realized she was starting to panic herself and abruptly narrowed her eyes in determination and shook her distressing thoughts away.

_"Stay calm, Helga old girl!'_ she told herself. _'Pull yourself together here, you can do this!'_

"Just...just..HERE!" She grabbed one of Brainy's pale, trembling hands and placed it on her chest."Breathe with me."

Brainy lifted his head instantly, looking slightly more panicked, but attentive. Helga began taking slow, deliberate breaths, coaxing him to do the same, her gaze intent.

For some reason, she was mildly surprised that when she placed her hand over his, although it was shaking slightly, it wasn't cold or clammy, or sweaty...or anything quite like she expected. Not that she had really thought about it before, but still.

_'Focus Helga'_

His breathing began to even out, though he still retained his slight wheeze, his hands had stopped shaking, and some color had returned to his cheeks (though Helga wouldn't have guessed that he was blushing).

When she was sure that he wasn't going to pass out, or die, Helga let out a deep breath and closed her eyes, feeling exhausted but relieved.

She smiled slightly at herself for nearly losing her cool, and didn't really notice that Brainy's right hand was still pressed against her chest, her left hand on top of his.

_'That was a close one.'_

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**In case you're wondering, Brainy just had a major panic attack there (obviously he wasn't prepared for Helga to demand answers from him). Hm, I wonder what he could be hiding, to make him freak out like that. lol.**

**I know Helga may seem a bit OOC, but I would have to think that being in a situation like this would lower her defenses some. Helga can be mean at times, but she's not cruel and inhuman.**

**I like the situation I left them in too. **

**So, what was your favorite thing about this chapter? And what would you like to see happen next. I'm curious, and I might be able to add it in somewhere.**

**Unfortunately the next chapter will take longer to update, 'cause school's starting back and I got a bunch of stuff to do.**

**Please review!**


	4. Guilty frustration

**I really didn't think I'd get this chapter done so quickly, but here it is.**

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Brainy blinked in slight disbelief as he sat on his knees before Helga, his hand still pressed against her chest. He could feel her heartbeat beneath his open palm, slowly returning to it's normal pace, and her left hand- instead of balled into an angry fist, punching him in the face- was gently pressed against his own. Helga's head was bowed slightly in relief, her hair loosely resting on her shoulders, and for the moment she seemed to forget the positon they were in, and the contact they were making. 

Brainy, however, was more than aware, and could just now feel the blush fading from his cheeks. He couldn't recall a time when he had ever been around Helga this long without her either walking away (because she didn't notice him), or punching him in the face.

Realizing how rare the moment was, he tried to quiet his wheezing enough so that he wouldn't draw her attention, but when he heard Helga let out a relieved sigh and saw her lip twitched up into a small smirk, he couldn't control his breathing anymore.

Helga became instantly aware of his presence and looked up, blinking for a moment then looking at him skeptically. Not because she had forgotten about what had occurred, but because Brainy was...smiling; a strange kind of smile that Helga was sure she had seen before, out of the corner of her eyes, nearly every time before she delivered a punch to his face.

_'Has he lost his mind?...'_ she wondered, annoyed. _'Why the heck is he...'_

It was at that moment that Helga chose to look down, and her eyes widened briefly before she grabbed his wrist and shoved his hand away, scowling.

Brainy swallowed the lump in his throat, wheezed slightly and mumbled a raspy 'thanks', before Helga could say anything first.

Helga looked as if she were about to yell, but stopped at the last second, just frowning.

"Yeah, yeah," She replied, her voice as agitated as it always was. "Can't say I never did you any favors, Brainiac."

Helga ignored the voice in the back of her head that told her it was her fault, and snatched her locket off the ground, getting to her feet. She tugged the end of her light blue dress, smoothing out some wrinkles, and turned away from him, examining her locket.

A small crack came half way down from the top from when she had let it fall to the ground.

"Criminy! Now I have to get a new chain _and_ a new locket." She mumbled angrily to herself. "Could tonight have been any more of a disaster?"

Helga frowned, wondering if she should risk going back to the dance-which was closer-, or to just head on home. She really didn't feel like watching her beloved dance the night away with _Li-la_, but maybe if she went back...maybe she could find a way to get Arnold's attention. She could 'accidentally' bump into him, or wait for him to go to the punch bowl and sneak up beside him, or...or..

She looked up, watching the rain continue to come down, feeling the cool air against her skin when the wind blew her way. The sky was even darker than before, and the street-lamps were now lit up, casting light onto the sidewalk.

Without thinking she hugged herself protectively, deciding that the dance was already half way over and there was nothing to gain from returning.

She would just go home; another place where she would be ignored and unappreciated.

She took in a deep breath, bracing herself for the rain, her hands falling at her sides, but the familiar sound of breathing from behind her made her stop.

She narrowed her eyes.

_'The little twerp doesn't know when to back off,'_ she thought, angrily.

She felt her left hand clench into a fist, shaking slightly from an effort not to punch him.

_'Easy, Helga.'_ she told herself. _'You very nearly killed the weirdo, the least you can do is let it slide this one time.'_

Sighing, still frustrated, she tucked her locket securely on the inside lining of her pink sash, and turned her body slightly to look back at him.

She was mildly surprised to find that his eyes were closed tightly, apparently already anticipating that she was going to punch him. After just another second of waiting, he opened his eyes, looking confused.

She raised an eyebrow at him, then shook her head, mumbling a dull 'see ya later', and turning to walk away.

With a certain boldness that he didn't think he possessed, Brainy turned back to grab his umbrella, and raised it above Helga's head just as she took her first step away from the hang over.

She stopped again, looking at him, annoyed.

"Save the chivalry, wheezy." She replied, one hand on her hip. "I'm not going back to that lame party, anyway."

Brainy didn't let his disappointment show, and only nodded.

"Uh, okay," he wheezed some and held out the handle to his umbrella. "Here."

Helga raised her eyebrow at him again, then scowled.

"I don't want your stinkin' umbrella either." She retorted, hotly. "Criminy! Do you think I'm some kind of charity case?!"

Brainy shook his head 'no'.

Helga looked skeptical.

"Then what's with the gentleman, routine?" .

Brainy swallowed.

"I..uh...owe you."

Helga blinked, surprised.

_'Is he serious?'_ she wondered. _'He gave me back my locket, I throw him against a wall- causing him to freak out- and he thinks he owes me?! What's he gonna do-walk back to the party in the pouring rain? The idiot's gonna get himself killed.'_

_'Oh, whatta you care,'_ came another voice, smugly. _'You nearly took care of that yourself.'_

Helga inwardly groaned at the reminder, but outwardly she simply looked frustrated.

"Fine, you owe me, but I'm not taking your umbrella." She replied, glaring and pushing the handle back toward him. "You're walking me home, got it?!"

Brainy blinked, and Helga felt somewhat satisfied at her solution; positive that he wasn't aware that she had even felt the least bit guilty, or concerned.

Brainy may have to do a little extra walking, but at least he wouldn't have to go back to the party in the rain; plus, this course of action allowed Helga to maintain her reputation, and would make it much easier to push the incident aside afterwards.

_'Perfect.' _

Brainy felt frozen, though Helga simply assumed he was taken back by her demand.

He swallowed, and nodded, his stomach doing flip-flops.

"uh..okay."

Helga let out a slight 'Humph' and crossed her arms, turning to walk in the direction of her house, Brainy following anxiously by her side.

* * *

**Well?**

**I know I must be getting dangerously close to being OOC. Perhaps if Helga didn't already feel guilty for causing him to 'freak out', as she puts it, then she would have just taken his umbrella and left him there. Do you think so? **

**anyway, please review!**


	5. Quiet Distractions

**Okay, so far this has been the hardest chapter to write.**

**Tayst Strange: Thanks, I'm glad it doesn't seem OOC, and I appreciate the support. Don't worry, I plan on finishing this, even if it takes awhile.**

**Teh-Drabbler: yeah, I am my own worst critic! lol. I'm also glad to see that you're following my line of thinking, as far as the story is concerned. It did seem like the only logical way to get the two alone, So thanks!!**

**acosta perez jose ramiro: Thanks for reviewing, and of course I agree. Helga's really not that bad of a person.**

**Arnold's love: Thanks for the support!! I'm glad it was believable.**

**ENJOY!!**

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For what felt like hours (though in reality was only a few minutes), Brainy stared at the ground as they walked, holding the umbrella up in his right hand, his left hand clenching and unclenching nervously at his side. Finally, after several long minutes of staring over at Helga's white shoes against the pavement, he dared to look up at her. 

Helga kept her gaze forward, the usual scowl on her face as she went over every thing that had gone wrong at the dance- and the more she thought about it, the angrier she got.

Angry at Arnold for being so blind, ignoring her and focusing so much attention on Lila; a girl who claimed many times that she 'liked' Arnold, but didn't 'Like like' him.

Angry at Lila for leading Arnold to believe that he still had a chance, and encouraging his behavior toward her, even though she had no intentions of returning his affection.

And, of course, angry at herself for not doing anything about it, for just turning and running away like some...some...coward! She was no coward! She was Helga G. Pataki, for crying out loud!

Helga clenched her teeth, glaring ahead, her body leading her toward her house on instinct alone. In fact, she was so caught up in her own thoughts and frustrations that she paid little to no attention to the person beside her, who was trying desperately to control his breathing as he kept up with her brisk steps.

Helga balled her hands into fists, and with each step she took, she felt herself get more and more frustrated with what had happened. Just when she thought she was going to explode, the sound of Brainy's heavy breathing caught her attention again.

She looked over, startled briefly by the reminder of his presence, and deliberately slowing down her pace when she noticed his efforts to match her quick steps.

Helga blinked, surprised by her sudden consideration and frowning when Brainy met her gaze with an equally stunned expression.

"Pick up the pace, Pal." She told him, rudely.

Brainy nodded slightly, grateful that Helga had indeed slowed down, but a little nervous about the sudden acknowledgment. He looked back down at the pavement again.

Oblivious to Brainy's anxiety, Helga simply stared ahead, her expression neutral, if not somewhat bored, and her hands down by her sides. All previous thoughts about the dance had faded, and she wasn't going to torture herself by bringing them back up.

_'Man, this is boring,'_ she thought to herself; the sound of rain drops pattering against the umbrella was enough to put her asleep.

Helga glanced over at the person beside her, who was silent, despite his breathing.

"Gee, Brain-boy, are you always this talkative?" she asked, in a dull but sarcastic voice.

Brainy tensed slightly, looking up at her. He opened his mouth as if he were going to respond, but decided against it, looking away.

Helga let out a frustrated sigh and shook her head.

_'Criminy, I must really be bored if I'm looking to Brainy for conversation'_ she thought. _'Not that I have any other options, but still.'_

Brainy glanced up at Helga again; he was quite content to just be walking beside her, but could tell she was getting frustrated with him again. He swallowed the lump in his throat, his left hand briefly tugging at his tie.

"Uh...nice dress."

He blushed briefly, surprised that the words had actually left his lips.

Helga blinked, glancing at him from the corner of her eyes. She wasn't too surprised by the compliment, since she had received similar comments already, but his nasally voice had just...caught her off guard.

After a moment though, Helga let out a small snort, folding her arms.

"It better be." she replied smugly. "This thing wasn't cheap, ya know."

_'Not that I got much use out of it.'_ Helga thought to herself, frowning. _'What a waste.'_

Brainy nodded slightly and without thinking replied. "It's blue."

Helga looked over at him as if he were crazy.

"Well, Doi!" She exclaimed, rolling her eyes. "Way to point out the obvious, Brainiac."

Helga knew she was over reacting slightly toward, what she assumed, was Brainy's moment of stupidity, but she found it nearly impossible to stop.

"At least now I know you're not color blind." She continued. "Criminy, don't you think before you speak?"

After all, being rude and sarcastic had become second nature to Helga, and Brainy made it so easy. Still, she was curious to see how he would react; since she had never, to her knowledge, verbally assaulted him before.

Usually people either got angry and annoyed, or they would become sad and disheartened.

Helga couldn't imagine Brainy being the kind of person to get angry, so she expected him to take her harsh words to heart.

Instead, she got neither reaction.

Brainy simply stared at her a moment, that strange smile on his face once again.

"It..uh..matches."

Helga looked at him, confused. "Matches what?"

Brainy looked down, and nervously mumbled under his breathe.

"For Pete's sake! Just spit it out already!" Helga exclaimed, stopping and turning to face him, throwing her hands in the air.

Brainy seemed surprised, and hesitated before replying.

"Your..um...eyes."

He immediately turned his head away, blushing and breathing heavy.

Helga blinked, stunned, piecing together everything he had said and repeating it in her head.

_'He thinks my dress is nice...because it's blue...like my eyes?'_

She certainly hadn't been expecting that, and wasn't entirely sure how to respond. In fact, she was feeling strangely uncomfortable standing in front of him now, and wasn't sure why.

Should she be flattered? It wasn't like she hadn't received comments on her appearance already, but no one else had made it sound so..so...personal.

If only Arnold could have said something like that to her.

This train of thought should have caused Helga to frown, sigh regretfully, and start shaking her head as she continued toward her house, but...

Helga looked over at Brainy, suspiciously.

_'What's his angle?'_

Brainy continued to stare at the ground, fidgeting slightly.

Helga scoffed. _'Yeah, right. Like Brainy really has some alternative motive.'_

She shook her head and started walking forward, disregarding Brainy's comment as though it was only said out of fear and panic, or perhaps even stupidity.

Brainy was startled by the movement and took several quick steps to insure Helga didn't escape the shelter of his umbrella, wondering if he should be grateful or disappointed that she had not responded.

* * *

**Well?**

**Any thoughts on how that went? Or do you think Helga would have handled the situation differently?**

**I know it might seem kinda strange that she just shrugged Brainy's words off, but that's how it seems to be in the show too. I mean, they've even thrown him off of a train without any thought at all.**

**Anyhow, Please review! I almost have an average of five reviews per chapter.!!**


	6. Comfortable Company

**Whoohoo!! I'm so excited about all the reviews I got!!**

**And yes, as many of you have noticed, there are certain things in this story that are similiar to when Helga and Arnold first met. This is intentional. 'Helga On The Couch' was one of my favorite episodes!!**

**Maybe you'll see another similarity in this chapter**

**Thank you all for reviewing!!**

**Tayst Strange- sorry my chapters are short...they have been gradually getting longer, but I do prefer them at this length.**

**Okay, ENJOY EVERYONE!!**

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Despite her best efforts, it hadn't taken long for Helga's thoughts to drift back to the dance. In fact, although it was quiet around her, she was beginning to get a headache from all the conflicting thoughts and emotions in her head.

Why couldn't she stop thinking about it?

Groaning, she knew there was only one way to get this out of her system, only one way to ensure that her thoughts and feelings would finally be resolved.

She let out a deep breath, frowning.

"That dance was stupid anyway," Helga announced, grumpily.

Brainy looked over, giving her his full attention

"I mean, those decorations were pathetic- construction paper chains with glitter, and poorly painted banners? What are we, four? We may as well have covered the walls in macaroni art!"

She gestured wildly with her hands, scowling and continuing to go on about everything she thought had been either unnecessary or just plain stupid. Brainy nodded every few seconds, a little stunned, but pleased. He didn't mind listening, it was even worth a punch to the face to see her being so open..so expressive. He liked that about her.

He always had.

"And there wasn't even any good grub there!" Helga exclaimed. "Just those stupid finger sandwiches Rhonda is always going on about, and Harold took care of those all by himself, the big dummy. Heck, I didn't even get to try one!"

"Uh..me neither." Brainy replied, shrugging his shoulders.

"See?!" Helga exclaimed, not looking over at him. "Those idiots didn't even have the brains to figure out that half a dozen tiny sandwiches wouldn't feed the entire fifth grade class!"

Brainy nodded slightly, though Helga was glaring ahead and didn't notice.

"And it's not like I ate some big fancy dinner before I came." she told him. "Miriam's a horrible cook, and she isn't even awake half the time to make anything. Plus, every time she goes shopping she leaves the bags on top of the car. I mean, Criminy, what's wrong with her?"

Helga knew that she was quickly getting off topic, but she realized that she had been so distracted before that she hadn't noticed how hungry she was. She was starving.

Letting out a small grunt, she muttered a few incoherent insults and became silent, deciding she had said enough to ease her mind.

In fact, It almost took Helga by surprise when she realized that she really did feel a lot better. It had been kind of...refreshing...to be able to talk to someone, even if it was Brainy, and even if he hadn't said much.

Arnold, with his noble intentions, would have tried to convince Helga that the dance had been fine, that their classmates had worked hard at it and she shouldn't be so judgmental. Arnold may have even tried to give her advice, to cheer her up, to talk about all the positives.

Helga loved him for that, she truly did, but that wasn't what she needed at the moment. At the moment, all she had wanted to do was complain, and all she needed was for someone to listen, for someone to _let_ her feel those things, even if they were negative.

Her stomach growled, obviously now in control of her thoughts, she groaned.

Brainy blinked, then reached inside his pocket, hopefully searching for something, anything. With a slight smile he pulled out a couple of colorfully wrapped mints, which he usually kept handy; after all, if you have a problem with wheezing it doesn't hurt to have fresh breath. Especially if you quite often find yourself standing behind a certain blond.

"Uh...candy?"

He held his hand out toward her and she looked over at him, surprised, before giving the so-called 'candy' a scrutinizing look.

"They're peppermints." Helga stated, distastefully.

Brainy blinked. "Uh...guess so."

She rolled her eyes. "I'd hardly consider them worthy of being classified as candy."

Brainy looked confused, and surprised himself by speaking again.

"Uh..why not?"

Helga let out an exaggerated sigh. She didn't mind eating mints really, in fact, anything sounded good right now, but she was a very opinionated person, and had to let her thoughts be known.

"Candy is loaded with calories and includes being sweet, sour, chocolaty, and/or sugary," She summarized quickly. "_Minty_ just doesn't cut it, Bucko."

Helga wasn't sure why she was being so difficult, or why she always felt the need to argue, but it seemed natural to do so. Brainy gave her a bemused expression, and Helga wasn't sure if she found it funny, or pathetic.

_'The poor dope,'_ she thought, inwardly shaking her head. _'Maybe I should give him a break, he's so simple minded, he..'_

"Candy canes."

Helga blinked, looking over at him, but this time he didn't shy away from her gaze. He looked a little self-conscience, but seemed to be waiting for either her approval, or another argument.

Helga found herself momentarily speechless.

_'Did he just make a valid point without even saying three words?'_

She smirked, but not unkindly.

"Well, ya got me there, Brain-boy."

Brainy felt his heart beat fast, never had Helga looked at him that way before. It wasn't exactly a smile, and it was far from the dreamy expression reserved only for Arnold, but she wasn't scowling, and she didn't look annoyed, or indifferent either. If Brainy had to guess, he would have thought she looked almost impressed with him.

The moment was short lived though, and soon Helga was frowning at him again.

"Well, hand 'em over," she replied, holding out her hand, impatient. "I'm wastin' away here!"

Brainy jumped slightly, not even realizing he had lowered his arm, and was clutching the candy in his fist.

"Uh..sorry." he apologized quickly, and handed them over to her.

She rolled her eyes, unwrapped one, and popped it into her mouth.

Brainy smiled as she casually discarded the wrapper.

"So," Helga said, looking over at him. "What's with the tacky suit?" She smirked slightly. "I'm surprised Rhonda didn't give you a ticket for that fashion violation."

"Uh..." Brainy blushed.

"Heh, relax, Brainiac." She told him with a slight wave of the hand. "I'm sure there were plenty of losers dressed worse than you."

Brainy smiled some, it was almost a compliment, and Helga actually seemed to be making an attempt at being friendly (in her own way).

"Uh...thanks."

Helga looked over at him, lifting one side of her eyebrow up in question, then shaking her head.

"You are such a little weirdo." she muttered.

He grinned sheepishly. "Uh...okay."

Brainy expected Helga to be annoyed by his familiar response, but much to his surprise, she let out a short, amused laugh; slightly softer than her usual mean chuckle.

His heart skipped a beat, but again the moment was short lived, and he frowned as they approached the steps leading up to Helga's home.

* * *

**Well...??**

**I may be able to finish this up in the next chapter. Hopefully it's still worthy of being continued.**

**Do you think I gave a little bit more insight on Brainy in this? I don't want to over do it, since there's not much about him in th show. So, let me know-What kind person am I portraying him as?**

**Please review!!**


	7. Words not spoken

**Okay, I admit this took me a bit longer to post than my other chapters, but dang...this one was hard. Plus I made it longer, as suggested(You know who you are) .**

**The reviews have been wonderful and I thank you all. I mean, wow, I got nine reviews for the last one. That was so cool! **

**Enjoy!!**

* * *

Helga slowed to a stop when they reached the front of her steps. The lights were still on and she could hear the distant, muffled sounds of her father yelling at the television, and the whirling of the blender. 

She let out a small breath, not exactly eager to be home, but still in a better mood than she thought she would have been.

"Well, here we are." She announced, though it hardly seemed necessary.

Helga turned to look over at Brainy, who was staring at a crack in the sidewalk and nodding absentmindedly to her words.

"Yep, Home sweet home." Helga smirked sarcastically, waiting expectantly for a response.

However, Brainy simply nodded again, and Helga found herself frowning at his lack of attention. Brainy had never failed to look her way whenever she spoke before; in fact, as soon as any words had left her mouth, his eyes had been on her instantly. So why not now? Was something wrong?

Helga opened her mouth to ask what his problem was, but caught herself, surprised. So what if Brainy was ignoring her? Why should she care?

Helga shook her head, telling herself that it didn't matter. After all, she was home, right? She didn't have to deal with Brainy anymore.

She looked away from him, toward the sky, holding her hand out from under the umbrella's protection.

"Heh, figures." She scoffed.

Brainy turned to look at her, blinking, and Helga caught the movement of his head and turned to face him as well.

"looks like it stopped raining," She stated, in an almost neutral tone.

Brainy slowly lowered his umbrella, "Uh...yeah."

They stood there a moment: Helga folding her arms over her chest as Brainy closed up his umbrella and clutched it nervously in both his hands.

After a moment of silence, Helga rolled her eyes, letting out a small impatient sigh. Brainy seemed oblivious to the most simple of social customs: saying goodbye and leaving. It looked like she would have to be the one to deliver her parting words first.

"Well, have fun at that lame excuse for a party," She told him, placing a hand on her hip, smirking. "I'm sure they're missing their DJ by now."

Brainy's eyes widened as he looked at her. It was true that he was the DJ, since the dance was low budget and they couldn't afford a professional. A few years ago he had quietly volunteered as a substitute, and had found out that he wasn't half bad at it; from then on, no one even bothered to ask if he wanted the job, and he simply did it without question. Sometimes Gerald would take on the task, but he was far too social to spend much time behind the scenes, and Brainy was quick to step in for him.

It shouldn't have surprised him so much that Helga had noticed but...

She had.

He turned away to hide a blush, mumbling Gerald's name in a pathetic attempt to explain that he was not needed. Much to his surprise, Helga seemed to understand.

"Yeah, yeah, we all know tall hair-boy can carry a beat," she replied with a slight roll of her eyes. "But with the way he was acting around Phoebe, I doubt he'll be so willing to participate."

Helga frowned slightly, remembering how Gerald had been openly flirting with her best friend, and phoebe grinning and blushing shyly.

"Ugh, I swear those two make me sick, sometimes." Helga shook her head. "I mean, how obvious can you get? You'd have to be an idiot not to notice, with all the hint Gerald-o gives."

Brainy let out a low, nervous chuckle as he stared at the ground. He found Helga's words both amusing, and ironic, and wondered if she really couldn't tell how nervous he was around her. Then again, what if she _could_ tell? …..He hoped she didn't.

Helga looked over, noticing how Brainy had just drifted off into his own thoughts.

"Hello, earth to Brain-boy," Helga replied impatiently, waving her hand in front of his face.

Brainy continued to stare down at nothing, and Helga frowned.

'_Geesh, what could he possible be thinking about that hard?' _

Helga let out an exaggerated sigh and grabbed his shoulder with her left hand, trying to get his attention.

Brainy tensed when he registered her warm touch on his shoulder, his eyes widened, and his heart pounded in his chest.

"Hey, I'm talking here!" Helga announced, leaning closer toward his face, thinking that he still wasn't listening.

Brainy jumped at the close proximity of her voice, and quickly looked up, dropping his umbrella to the ground. He swallowed nervously, she was so close, their noses were almost touching. Helga just raised one side of her eyebrow up, an annoyed but curious expression on her face. Her loose hair fell forward, the ends tickling his neck, and Brainy fought the urge to blush; silently praying that he wouldn't have another panic attack.

Helga blinked and pulled back slightly, noticing Brainy's glasses were fogging up.

_'huh,...must be the humidity'_

She slowly removed her hand from his shoulder, and Brainy quickly pulled off his glasses, and nervously began cleaning them with the end of his shirt, his breathing heavy.

Helga watch him with a neutral expression on her face.

_'He has brown eyes.'_

Helga blinked at the random observation, but continued to stare.

They were cocoa brown to be exact, soft and kind...and trusting.

Arnold's eyes held those qualities too, she thought, but his green eyes also shined with hope, friendship, and an eagerness to help others.

Helga smiled. whenever she looked at Arnold eyes, she always found herself lost within them, they made her feel like anything was possible; they made her heart race, and her insides warm.

Helga was sure that most people wouldn't be able to identify such things by just looking at someone's eyes, but then again, most people didn't take the time to really look.

Brainy's eyes gave her a different feeling...vaguely reminding her of reading a good book; they didn't make her heart race like Arnolds did, but…

_'Whoa, hold it there Helga old girl!' _her mind exclaimed. _'Did you just compare Brainy to Arnold?!'_

She blinked, then inwardly scoffed at the idea.

_'Yeah right, like any one could compare to Arnold' _she thought.

Brainy slipped his glasses back on his face, looking over at Helga, who was too preoccupied to notice.

_'I mean, he's just some weird, nervous little twerp with Asthma, and no common sense to carry an inhaler!'_

Helga felt herself growing frustrated, gradually getting annoyed, and this time for no real reason. Or maybe there was a reason and she just couldn't put it into words. This was unusual for Helga; words were all she had, words were something she understood.

But Brainy wasn't.

_'Okay, so he's not a complete idiot- I mean, he did surprise me with that Candy Cane thing back there,' _she remembered. _'But...that was probably just a fluke...dumb luck. Right?'_

"Uh…Helga?"

She blinked and looked up, scowling. "What?"

"Uh…," Brainy wheezed some and looked down, rubbing his left arm. "…nothing."

Helga blinked, the scowl slipping from her face.

'_Okay, so he's a little weird' _a part of her mind replied, sounding suspiciously like Arnold. _'He still walked you home, didn't he? And he gave you something to eat. That's a pretty nice thing for him to do, considering how you've treated him.'_

Helga nearly winced when she recalled the numerous time she had punched Brainy, broken his glasses, and left him sprawled out on the ground. He never told on her though. He never got mad either.

'_Okay, okay, I get it!' _Helga mentally screamed, wondering when her conscience had decided to bug her so much.

She turned to Brainy, who was fidgeting slightly.

"Ya know, Brainy, you're not half bad."

Brainy looked up, eyes wide behind his glasses.

Helga smirked slightly, knowing he had every reason to be surprised.

"Don't get me wrong, I still think you're a weirdo." Helga told him, though her tone was not mean or spiteful. "And you seriously need to rethink your wardrobe, and start working on a tan, and for Pete's sake stand up straight."

Brainy instantly straightened his back, knowing he had a bad habit of slouching.

Helga frowned at his sudden panic.

"Criminy, are you always this jumpy?" Helga asked, half amused, half annoyed. "I'm not gonna pound ya. At least, not tonight. So amp down."

Brainy grinned sheepishly and looked down.

Helga sighed; this being nice thing was hard.

"Listen," she began, her voice calm. "What I'm trying to say here is, well, .." she falter slightly, struggling to say the words she knew he deserved to hear.

After all, he had walked her home, he had given her back her locket, and he had kept her secret for all these years. So the least she could do was say….

"Thanks, okay. There I said it!"

She frowned slightly, the words leaving a bitter taste in her mouth, but even so she could not deny her relief.

She quickly made her way up the stairs, ignoring Brainy's disbelieving stare that soon melted into a dreamy smile.

"See ya in the funny papers, Brain-boy," Helga shouted back, her hand on the door knob, she paused.

"Oh, and by the way," she replied, causing Brainy to look up at her.

She turned, scowling as usual.

"If you tell anyone about you-know-what, I swear I'll wring your scrawny little neck, got it?"

Brainy nodded quickly, Helga smirked.

"That's what I thought."

And with that said, Helga opened the door to her house and slammed it shut behind her.

Brainy blinked a few moments, then looked up at the sky, smiling as he thought over everything that had happened.

His hand had been on her chest. Her hand had been over his. He had walked her home. She had actually talked to him. He had given her candy. She had touched his shoulder. She had leaned close to his face, so close that he could smell her perfume. She had actually _thanked_ him.

His heart was beating loudly in his chest, his breathing becoming heavy.

He blinked in slight panic and looked up at Helga's door, then up and down the street. When he was sure that no one was around, his shaking hand reached into the inside lining of his jacket.

He pulled out a small device and placed it to his lips, inhaling several puffs, before letting out a relieved sigh.

He stared down at the inhaler in his hand and frowned in slight guilt for refusing to reveal it earlier. But how could he? What would she have thought if she saw it?

It was pink….that itself was odd enough, but Brainy doubted, even with Helga's own panic, that she would have failed to notice her name engraved across the side in bold silver letters; He doubted even more that she wouldn't notice the heart surrounding it.

So even as he was gasping for a full breath of air, he had decided that he wouldn't retrieve it. He knew he had been slightly lightheaded at the time, but even now he stood by his decision, as foolish as it was.

He would not have been able to deny Helga an answer if she had seen it. He probably wouldn't even have to answer. She would know then for sure,…and he wasn't ready for that yet. He had always been content to just admire her from afar, or to follow her around, listening to the sound of her voice. Even her punches, to him, where like being touched by an angel; a misunderstood angel, but still an angel.

He let out a deep sigh, and held his inhaler to his heart.

Tonight had been the best night of his life, but knowing Helga, things would be back to normal in the morning.

He didn't mind that either.

He even found himself looking forward to being punched in the face.

He smiled slightly to himself, Helga's words echoing in his head.

'_You are such a little weirdo' _

He picked his umbrella up off the ground and slowly started walking back toward the school, smiling.

Some say love is blind, but for Brainy, it was speechless.

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**TA DA!!**

**I'm not sure if this is the last chapter or not...I was thinking of writing a little something more with Helga, but...probably not. I dunno.**

**Anyway. I know it's kinda disappointing since they didn't end up together...or kiss...or something, but that would have made Helga OOC. She loves Arnold, and that's not something that's gonna change so easily. Still, I think this would be a small step forward for them; at least Helga notices him now as more of a person.**

**So...Thanks again to everyone who reviewed!!**

**lol. bet it surprise ya when Brainy pulled out his inhaler, huh?**

**Please Review!!**


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